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05 July 2006
Netia acquires shares of Pro Futuro SA (the acquisition of assets with a substantial value)
WARSAW, Poland – July 5, 2006 – Netia SA (“Netia”) (WSE: NET), Poland’s largest alternative provider of fixed-line telecommunications services, today announced that:
- on July 4, 2006, Netia purchased, from Jupiter Narodowy Fundusz Inwestycyjny Spółka Akcyjna, with its seat in Warsaw (“Jupiter”), 5,975 ordinary bearer shares of PRO FUTURO SA, with its seat in Warsaw (“Pro Futuro” or the “Company”), series D, E and F, with a nominal value of PLN 200 each, constituting jointly 75.87% of the Company’s share capital and the corresponding number of votes at the Company’s shareholders' meeting, for a total of PLN 28,750,564.75 (twenty-eight million, seven hundred and fifty thousand, five hundred and sixty-four zlotys and 75/100);
- on July 4, 2006 Netia purchased from Polskie Towarzystwo Ubezpieczeń Spółka Akcyjna, with its seat in Warsaw (“PTU”) 640 ordinary registered shares of Pro Futuro, series B and C, with a nominal value of PLN 200 each, constituting jointly 8,13% of Pro Futuro’s share capital and the corresponding number of votes at the Company’s shareholders' meeting, for a total of PLN 3,079,558.40 (three million, seventy-nine thousand, five hundred and fifty-eight zlotys and 40/100);
- on July 5, 2006, Netia purchased, from dataCOM Spółka Akcyjna, with its seat in Warsaw (“dataCOM”), 1,260 ordinary bearer shares of Pro Futuro, series A and C, with a nominal value of PLN 200 each, constituting jointly 16% of Pro Futuro’s share capital and the corresponding number of votes at the Company’s shareholders' meeting, for a total of PLN 6,062,880.60 (six million, sixty-two thousand, eight hundred and eighty zlotys and 60/100).
The acquisition of the above mentioned shares was effected pursuant to the agreements concluded by Netia with (i) Jupiter and dataCOM, on May 22, 2006 (see Netia’s press release dated May 22, 2006), and (ii) PTU, on June 28, 2006, following the satisfaction of the certain precedent conditions.
The condition precedent for purchasing the Company’s shares from Jupiter was obtaining the consent of the Chairman of the Polish Office for the Protection of Competition and Consumers. The relevant decision was received by Netia on July 3, 2006.
The condition precedent for purchasing the Company’s shares from dataCOM and PTU was purchasing by Netia the shares jointly constituting at least 50% of Pro Futuro’s share capital, which was fulfilled as a result of the purchase of Pro Futuro’s shares from Jupiter. An additional condition precedent for purchasing the shares from PTU was obtaining the consent of Pro Futuro’s management board, which was obtained on June 28, 2006.
Following the above purchases of Pro Futuro’s shares from Jupiter, dataCOM and PTU, Netia holds currently the shares constituting 100% in Pro Futuro’s share capital and the corresponding number of votes at its shareholders' meeting.
The criterion based on which the assets described above have been classified as assets with a significant value, is that the shares in question represent more than 20% of the share capital of the Company.
The purchase of the Company’s shares was financed by Netia from its own resources.
Netia treats the purchase of shares as a long-term investment.
Except for the telecommunications interconnect business co-operation between Netia and dataCOM, neither Netia nor its managing or supervising persons have relations with Jupiter, dataCOM or PTU or their managing or supervising persons.